Further Guarantors. If, after the date of this Indenture, (a) the Company or any Subsidiary forms or acquires (i) any Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days (or such longer period as the Collateral Agent may agree in its sole discretion)) after the date of formation or acquisition cause such Subsidiary to provide a Guarantee hereunder, (ii) any Cayman Subsidiary, UK Subsidiary, Finnish Subsidiary or Irish Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days) after the date of formation or acquisition cause such Subsidiary to become a party, as applicable, to the Cayman Security Documents, the UK Security Documents, Finnish Security Documents, or Irish Security Documents, as applicable, (iii) any U.S. Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days after the date of formation or acquisition) cause such U.S. Subsidiary to become a “grantor” under the U.S. Security Agreement and party to the other U.S. Security Documents, as applicable, or (iv) any Subsidiary, other than an Excluded Entity, a Cayman Subsidiary, a UK Subsidiary, a Finnish Subsidiary, an Irish Subsidiary or a U.S. Subsidiary, then the Company will promptly upon the request of any Holder (and in any event within 60 days) after the date of formation or acquisition cause such Subsidiary to become a Guarantor and a party to any applicable Note Security Documents as are necessary to provide a Lien on all of its assets other than Excluded Property or (b) any Subsidiary of the Company that is an Excluded Entity ceases to be an Excluded Entity, then the Company will promptly (and in an in any event within 45 days or 60 days if such Subsidiary is not a U.S. Subsidiary, Finnish Subsidiary, Irish Subsidiary, UK Subsidiary or Cayman Subsidiary (or such longer period as the Collateral Agent may agree in its sole discretion)) thereafter cause such Subsidiary to comply with the requirements of this Section 4.13; provided that if any such Subsidiary is required to deliver Real Property Deliverables, the period for delivery of such Real Property Deliverables shall be ninety (90) days.
Further Guarantors. If, after the date of this Indenture, the Company or any Subsidiary forms or acquires (i) any Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days (or such longer period as the Collateral Trustee may agree in its sole discretion)) after the date of formation or acquisition cause such Subsidiary to provide a Guarantee hereunder, (ii) any Canadian Subsidiary or Australian Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days) after the date of formation or acquisition cause such Canadian Subsidiary or Australian Subsidiary to become a Grantor under the Canadian Security Agreement and the other Canadian Security Documents or the Australian Security Agreement and other Australian Security Documents, as applicable, (iii) any U.S. Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days after the date of formation or acquisition) cause such U.S. Subsidiary to become a Grantor under the U.S. Security Agreement and the other U.S. Security Documents, as applicable or (iv) any Subsidiary of the Company that is an Excluded Entity ceases to be an Excluded Entity, then the Company will promptly (and in an in any event within 45 days (or such longer period as the Collateral Trustee may agree in its sole discretion)) thereafter cause such Subsidiary to comply with the requirements of this Section 4.13.
Further Guarantors. If, after the date of this Indenture,
(a) the Company or any Subsidiary forms or acquires any Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days or, in the case of any Foreign Subsidiary, 60 days) after the date of formation or acquisition cause such Subsidiary to provide a Guarantee hereunder; or
(b) any Subsidiary of the Company that is an Excluded Entity ceases to be an Excluded Entity, then the Company will promptly (and in any event within 45 days or, in the case of any Foreign Subsidiary, 60 days) thereafter cause such Subsidiary to provide a Guarantee hereunder.
Further Guarantors. The Borrower will:
(a) procure that any person that becomes Principal Member of the Group (other than the Borrower) which is not a Guarantor shall (unless prohibited by law) become a Guarantor by delivering an Accession Document duly executed by it and by the Borrower to the Agent within 10 Business Days after such person becomes a Principal Member of the Group pursuant to the terms of this Agreement;
(b) procure that any Principal Member of the Group (other than the Borrower) which enters into an Accession Document shall within 10 Business Days thereafter execute such Security Documents (in favour of the Security Agent for the benefit of the Finance Parties) as the Agent shall reasonably require; and
(c) procure that there shall be delivered to the Agent with the original executed Accession Document and any such Security Documents such evidence of the due execution of the Accession Document and such Security Documents as the Agent shall require together with a legal opinion reasonably satisfactory to the Agent.
Further Guarantors. 77 Section 4.14 Compliance Certificate; Statements as to Defaults 77 Section 4.15 Further Instruments and Acts 77 Section 4.16 Use of Proceeds 78 Section 4.17 Minimum Liquidity Covenant 78 Section 4.18 Taxes 79 Section 4.19 Maintenance of Properties; Intellectual Property 79 Section 4.20 Maintenance of Insurance 79 Section 4.21 Books and Records 80 Section 4.22 Inspection Rights 80 Section 4.23 Compliance with Environmental Laws 81 Section 4.24 Compliance with Laws 81 Section 4.25 Business of Company 81 Section 4.27 Specified Subsidiaries; Restricted Joint Venture 81
Further Guarantors. If, after the date of this Indenture,
(a) the Company or any Subsidiary forms or acquires any Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days (or such longer period as the Collateral Agent may agree in its sole discretion)) after the date of formation or acquisition cause such Subsidiary to provide a Guarantee hereunder; or
(b) any Subsidiary of the Company that is an Excluded Entity ceases to be an Excluded Entity, then the Company will promptly (and in any event within 45 days (or such longer period as the Collateral Agent may agree in its sole discretion)) thereafter cause such Subsidiary to provide a Guarantee hereunder.
Further Guarantors. If, after the date of this Indenture,
(a) the Parent or any Subsidiary forms or acquires any Subsidiary, other than an Excluded Entity, then the Parent will promptly (and in any event within 45 days or, in the case of any Foreign Subsidiary, 60 days) after the date of formation or acquisition cause such Subsidiary to provide a Guarantee hereunder; or
(b) any Subsidiary of the Parent that is an Excluded Entity ceases to be an Excluded Entity, then the Parent will promptly (and in any event within 45 days or, in the case of any Foreign Subsidiary, 60 days) thereafter cause such Subsidiary to provide a Guarantee hereunder.
Further Guarantors. If, after the date of this Indenture, the Company or any Subsidiary forms or acquires any Subsidiary that is not an Excluded Subsidiary, then the Company will promptly (and in any event within 45 days (or such longer period as the Collateral Agent (acting at the Direction of Requisite Holders) may agree)) after the date of formation or acquisition cause such Subsidiary to provide a Guarantee hereunder.
Further Guarantors. Subject to the Security/Guarantee Principles, the Parent will:
(a) procure that any company which is incorporated in England, Wales and Scotland (and which is not, or ceases to be, a Dormant Company) or any other person which is a Material Group Company (but not including the Issuer or any company which is acquired or formed as part of a Permitted Acquisition and in respect of whose assets or shares a Security Interest under paragraph (j)(ii) of the definition of Permitted Security Interest is granted) which is not a Guarantor shall become a Guarantor by delivering an Accession Document duly executed by it and by the Parent to the Facility Agent within 10 Business Days after being required to become a Guarantor by the Facility Agent (acting on the instructions of the Majority Banks);
(b) procure that any such company or Material Group Company which enters into an Accession Document shall within 15 Business Days after being required to become a Guarantor by the Facility Agent (acting on the instructions of the Majority Banks) execute such Security Documents (in favour of the Security Agent for the benefit of the Senior Finance Parties) as the Facility Agent shall require; and
(c) procure that there shall be delivered to the Facility Agent with the original executed Accession Document and any such Security Documents such evidence of the due execution of the Accession Document and such Security Documents as the Facility Agent shall reasonably require together with a legal opinion satisfactory to the Facility Agent.
Further Guarantors. The Company shall cause each of its future Subsidiaries (other than Persons organized under the laws of the PRC) after the Issuance Date, promptly upon becoming a Subsidiary, to execute and deliver to the Holder supplemental Guarantee in the form of Exhibit III pursuant to which such Subsidiary will guarantee the payment of the Notes as a Guarantor.
